Filed by Transpro, Inc. pursuant to Rule 425 under the Securities Exchange Act of 1933, as amended, and deemed filed under Rule 14a-12 of the Securities Exchange Act of 1934, as amended Subject Company: Modine Aftermarket Holdings, Inc., a wholly owned subsidiary of Modine Manufacturing Company Commission File No.: 1-13894 The following is a presentation given by Transpro, Inc. and Modine Manufacturing Company on November 2, 2004.
David B. Rayburn
President & CEO
November 2, 2004
Charles E. Johnson
President & CEO
Regulation MA Disclosure
Regulation MA Disclosure: This investor presentation contains forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such statements include, but are not limited to, statements about the benefits of the proposed merger
between Modine Manufacturing Company’s Aftermarket Business and Transpro, Inc.’s Aftermarket Business, including future financial and
operating results, the resulting company's plans, objectives, expectations and intentions and other statements that are not historical facts.
Such statements are based upon the current beliefs and expectations of Modine Manufacturing Company's and Transpro, Inc.'s
management and are subject to significant risks and uncertainties. Actual results may differ from those set forth in the forward-looking
statements. When used in this presentation the terms “anticipate,” “believe,” “estimate,” “expect,” “may,” “objective,” “plan,” “possible,
”potential,” “project,” “will” and similar expressions identify forward-looking statements.
The following factors, among others, could cause actual results to differ from those set forth in the forward-looking statements: the ability to
obtain governmental and corporate approvals of the merger on the proposed terms and schedule; the risk that the business will not be
integrated successfully; the risk that the cost savings and any revenue synergies from the merger may not be fully realized or may take
longer to realize than expected; disruption from the merger making it more difficult to maintain relationships with clients, employees or
suppliers; increased competition and its effect on pricing, spending, third-party relationships and revenues; the risk of new and changing
regulation in the U.S. and internationally; the possibility that the companies may not be able to agree to definitive transaction documents;
and the possibility that conditions to the transaction, including stockholder or regulatory approvals, may not be satisfied. Additional factors
that could cause Modine Manufacturing Company's and Transpro, Inc.'s results to differ materially from those described in the forward-
looking statements can be found in the Annual Reports on Forms 10-K of Modine Manufacturing Company and Transpro, Inc., and in the
Quarterly Reports on Forms 10-Q of Modine Manufacturing Company and Transpro, Inc., filed with the Securities and Exchange
Commission and available at the Securities and Exchange Commission's Internet site (http://www.sec.gov) and the companies' respective
Internet sites at www.modine.com and www.transpro.com.
Stockholders are urged to read the prospectus and proxy/information statement regarding the proposed transaction when it becomes
available, because it will contain important information. Stockholders will be able to obtain a free copy of the prospectus and
proxy/information statement, as well as other filings containing information about Modine Manufacturing Company’s Aftermarket Business
and Transpro, Inc.’s Aftermarket Business, without charge, at the Securities and Exchange Commission's Internet site (http://www.sec.gov)
and the companies' respective Internet sites at www.modine.com and www.transpro.com. Copies of the prospectus and proxy/information
statement and the filings with the Securities and Exchange Commission that will be incorporated by reference in the prospectus and
proxy/information statement, along with any other relevant documents filed with the SEC, as well as any amendments or supplements to
those documents can also be obtained, without charge, by directing a request to Modine Manufacturing Company at 1500 De Koven
Avenue, Racine, WI 53403 Attention: Dave Prichard, 262-636-8434, or to Transpro, Inc. at 100 Gando Drive, New Haven, CT 06513,
Attention: Marie DeBernardo, 203-562-5121. Modine Manufacturing Company, Transpro, Inc. and their respective directors and executive
officers may be deemed to be participants in the solicitations of proxies in respect of the proposed transaction. Information regarding
Modine Manufacturing Company’s directors and executive officers is available in its proxy statement filed with the Securities and Exchange
Commission by Modine Manufacturing Company on June 14, 2004, and information regarding Transpro, Inc.'s directors and executive
officers is available in its proxy statement filed with the Securities and Exchange Commission by Transpro, Inc. on March 29, 2004. Other
information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or
otherwise, will be contained in the prospectus and proxy/information statement and other relevant materials to be filed with the Securities
and Exchange Commission when they become available.
Overview
Modine Manufacturing Company and Transpro, Inc.
have signed a letter of intent regarding a proposed
merger between Modine’s Aftermarket business and
Transpro
The merger would create a strongly positioned and
well-capitalized pure play aftermarket business
The merged Company is expected to provide
significant benefits
Expanded operations and capabilities
Cost savings opportunities
Creating Value for Shareholders
Merger of Modine’s Aftermarket business with Transpro
Concurrent Modine purchase of Transpro’s heavy duty
OE business
Provides shareholders with the opportunity to realize
value of two pure play companies
Modine focused on the OE market (approx. $1.4 billion in sales)
Combined New Company focused on the aftermarket
Significantly improves Modine financial performance
ROACE increases by 1.5 – 2.0 percentage points
Pre-tax earnings margin increases by 1.0 – 1.5 percentage points
Contemplated Transaction Summary
Modine OE
Modine
Aftermarket
Transpro
Shareholders
Transpro
Aftermarket
Transpro
Heavy Duty
OE
Modine
Shareholders
New Company
Transpro
Shareholders
Modine
Aftermarket
Transpro
Aftermarket
46%
Modine
Shareholders
100%
Modine OE
Transpro
Heavy Duty
OE
100%
100%
Modine
Manufacturing
$17 million
Today
Post Transaction
About Transpro’s Heavy Duty Business
Provides aluminum charge air coolers and
copper/brass radiators for the OE market
Products sold to the heavy duty, military,
motor home, specialty truck, bus, and power
generation industries
Approximately 150,000 square foot facility and
180 employees
Heavy Duty Business Key Customers
Heavy Duty Business Acquisition
Enhances Modine’s sales to the OE commercial
vehicle market
Over $45 million in sales
Strong fit with existing heavy duty business and
technology focus
Synergy and expansion opportunities over time
$17 million cash purchase price
Expected to be immediately accretive to earnings
per share
Charles E. Johnson
President & CEO
Transpro Today
Leading manufacturer and supplier of heat transfer and
air conditioning products for the automotive and light
truck aftermarket
Manufacturer and supplier of heavy duty OEM and
aftermarket heat transfer products
Comprehensive product offering under the leading
brands of Ready-Rad® and Ready-Aire®
Diverse customer base including retailers, specialty
parts distributors, and warehouse distributors
Established distribution presence in North America
Manufacturing facilities in United States and Mexico
Transpro Q3 Financial Results
Third quarter was operationally and financially
strong as improvements were achieved in most
all measures compared to last year
Key financial metrics for first 9 months
compared to last year
Net sales $204.1 million, a increase of 15.6% over
$176.6 million last year
Net income of $2.8 million versus ($3.0) million loss
last year
Cash flow of $11.3 million versus $4.4 million a year
ago
New Company Tomorrow
Comprehensive product offering focused on the sale of
aftermarket heat transfer and air conditioning products
for the automotive, truck, and industrial markets
Marketed under the highly recognized Ready-Rad®,
Ready-Aire®, Modine®, NRF®, Mexpar®, and AirPro®
brands
Expanded customer base creating new product
opportunities
International footprint with enhanced presence in North
America, Latin America, and Europe
Improved capacity utilization at manufacturing facilities
in North America, Mexico, and Europe
Compelling Merger Rationale
The new Company will be well positioned to meet the
challenges of today’s aftermarket and deliver benefits to all
stakeholders
The new Company is expected to have . . .
Improved ability to compete on an international basis
Expanded customer access and product lines, and
enhanced service, branding, and distribution
capabilities
Significant opportunities for improved financial
performance through identified synergies
Greatly enhanced credit, stock market liquidity, and
public company profile
Compelling Merger Rationale
Benefits of increased scale
Increased geographic, distribution, and customer reach
Increased brand and product breadth
Increased manufacturing and sourcing efficiencies
Benefits of significant synergies are expected
Recurring full-year cost savings of at least $20 million, with
additional upside possible
Savings expected from facility rationalization, manufacturing
efficiencies, and improved material sourcing
Sharpens each company’s focus, improves their long-term
prospects, and enhances value for all stakeholders
New Company Leadership Team
Leadership team will provide both vision and
continuity
Board will initially include ten directors
Six members of Transpro’s existing Board of
Directors
Four members selected by Modine (two executive
officers and two outside directors)
Chairman will be selected from existing Transpro
outside directors
Charles E. Johnson will serve as CEO
Financial Highlights
The new Company will have net sales in excess of $400
million
Improved profitability
Substantial synergy benefits
Profitable in first year of the combination before restructuring
charges
Restructuring charges expected to be $10 million to $14
million over the 12- to 18-month integration period
One-time transaction effects
Purchase accounting expected to result in negative goodwill
and a related extraordinary gain in year of closing
Gain on sale of heavy duty OEM business
Financial Highlights (cont’)
The new Company will have an improved balance
sheet and financial flexibility
Debt will be reduced by the proceeds from sale of heavy
duty OEM business and the application of cash in
Modine’s aftermarket business
Debt-to-capitalization ratio expected to improve to 20%
from Transpro’s current ratio of 50%
Expect to put in place expanded credit facilities post-
closing
Flexibility will greatly facilitate and help maximize
integration and synergy realization processes
Wrap-Up
Due diligence is substantially complete and key
terms agreed
Transpro and Modine expect to sign a definitive
merger agreement and related transaction
agreements in fourth quarter 2004
Definitive transaction agreements would contain
customary conditions, including Transpro
shareholders approval and regulatory approvals
Transaction expected to close in first quarter 2005
Q&A